Urban Outfitters (URBN) CEO Richard Hayne reports preset share sales

Rhea-AI Filing Summary

Urban Outfitters Inc. insider activity: CEO, Chairman and 10% owner Richard A. Hayne reported multiple open‑market sales of Urban Outfitters common shares on January 7 and 8, 2026, coded as "S" transactions. The filing states that these sales were made under a Rule 10b5-1 trading plan adopted on July 10, 2025, meaning they were pre‑scheduled.

The reported sales were executed at weighted average prices with actual prices ranging from $78.259 to $84.32 across the two days. Following these transactions, Hayne beneficially owns 17,707,929 common shares directly and 2,160,065 common shares indirectly through his spouse as trustee, along with additional indirect holdings through various trusts, retirement plans, and family entities, over which he disclaims full beneficial ownership except for any pecuniary interest.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HAYNE RICHARD A

(Last) (First) (Middle)

5000 SOUTH BROAD STREET

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
URBAN OUTFITTERS INC [ URBN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	01/07/2026		S		1,170	D(1)	$78.833(2)	17,728,093	D
Common Shares	01/07/2026		S		1,023	D(1)	$78.833(2)	2,177,708	I(3)	By Spouse as Trustee
Common Shares	01/07/2026		S		7,924	D(1)	$79.708(4)	17,720,169	D
Common Shares	01/07/2026		S		6,934	D(1)	$79.708(4)	2,170,774	I(3)	By Spouse as Trustee
Common Shares	01/07/2026		S		1,573	D(1)	$80.392(5)	17,718,596	D
Common Shares	01/07/2026		S		1,376	D(1)	$80.392(5)	2,169,398	I(3)	By Spouse as Trustee
Common Shares	01/08/2026		S		883	D(1)	$80.127(6)	17,717,713	D
Common Shares	01/08/2026		S		772	D(1)	$80.127(6)	2,168,626	I(3)	By Spouse as Trustee
Common Shares	01/08/2026		S		1,448	D(1)	$81.709(7)	17,716,265	D
Common Shares	01/08/2026		S		1,266	D(1)	$81.709(7)	2,167,360	I(3)	By Spouse as Trustee
Common Shares	01/08/2026		S		3,742	D(1)	$82.645(8)	17,712,523	D
Common Shares	01/08/2026		S		3,274	D(1)	$82.645(8)	2,164,086	I(3)	By Spouse as Trustee
Common Shares	01/08/2026		S		4,434	D(1)	$83.323(9)	17,708,089	D
Common Shares	01/08/2026		S		3,881	D(1)	$83.323(9)	2,160,205	I(3)	By Spouse as Trustee
Common Shares	01/08/2026		S		160	D(1)	$84.217(10)	17,707,929	D
Common Shares	01/08/2026		S		140	D(1)	$84.217(10)	2,160,065	I(3)	By Spouse as Trustee
Common Shares								23,481	I(3)	By Profit Sharing Fund (401(k) Plan)
Common Shares								185,573	I(11)	By Trust
Common Shares								35,140	I(3)	By Hayne Foundation
Common Shares								1,176,273	I(12)	By Spouse
Common Shares								11,300	I(3)	By Spouse through Profit Sharing Fund (401(k) Plan)
Common Shares								2,597,268	I(3)(13)	By Spouse as Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported transaction was effected pursuant to a Rule 105b-1 trading plan adopted by the reporting person on 7/10/2025.

2. The price in Column 4 is a weighted average price. The price actually received ranged from $78.259 to $79.257. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

3. These shares are owned indirectly by Richard A. Hayne and indirectly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

4. The price in Column 4 is a weighted average price. The price actually received ranged from $79.26 to $80.254. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

5. The price in Column 4 is a weighted average price. The price actually received ranged from $80.26 to $80.65. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

6. The price in Column 4 is a weighted average price. The price actually received ranged from $79.92 to $80.70. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

7. The price in Column 4 is a weighted average price. The price actually received ranged from $80.96 to $81.95. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

8. The price in Column 4 is a weighted average price. The price actually received ranged from $81.98 to $82.975. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

9. The price in Column 4 is a weighted average price. The price actually received ranged from $82.98 to $83.91. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

10. The price in Column 4 is a weighted average price. The price actually received ranged from $84.05 to $84.32. The reporting person undertakes to provide upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range.

11. These shares are held by two trusts of which members of Richard A. Hayne's immediate family are among the beneficiaries. Mr. Hayne serves as trustee of each trust and disclaims beneficial ownership of the issuer's common shares held by the trusts, except to the extent of his pecuniary interest therein.

12. These shares are owned indirectly by Richard A. Hayne and directly by his spouse, Margaret Hayne. Richard A. Hayne disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

13. These shares are owned by three trusts, of which members of Margaret Hayne's immediate family are among the beneficiaries.

	/s/ Richard A. Hayne	01/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did URBN CEO Richard Hayne report on this Form 4?

The Form 4 reports that Richard A. Hayne, CEO, Chairman and 10% owner of Urban Outfitters Inc. (URBN), executed multiple open‑market sales of common shares on January 7 and 8, 2026, classified with transaction code "S" for sale.

Were Richard Hayne's URBN share sales made under a Rule 10b5-1 plan?

Yes. The filing explains that the reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by Richard A. Hayne on July 10, 2025, indicating the trades were pre‑arranged under that plan.

At what prices were the URBN shares sold in this insider filing?

The reported prices are given as weighted average prices, with actual sale prices in different trades ranging from $78.259 to $84.32. For example, one weighted average price was $78.833 with an underlying range from $78.259 to $79.257, and another was $84.217 with a range from $84.05 to $84.32.

How many URBN shares does Richard Hayne own after these transactions?

After the reported sales on January 8, 2026, the Form 4 shows that Richard A. Hayne beneficially owns 17,707,929 Urban Outfitters common shares directly and 2,160,065 common shares indirectly through his spouse as trustee, in addition to other indirect holdings through trusts and retirement plans.

How are shares held by Richard Hayne's spouse and family entities treated in this URBN Form 4?

The filing notes that some shares are held indirectly by or through Richard A. Hayne’s spouse, including as trustee and through a profit sharing fund, as well as by trusts and the Hayne Foundation. Hayne disclaims beneficial ownership of these shares except to the extent of any pecuniary interest, as stated in the footnotes.

Does this URBN Form 4 include any derivative securities like options or warrants?

No. The Table II section for derivative securities is present but contains no reported derivative transactions, so this Form 4 only details non‑derivative common share holdings and sales.